Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed on
The Stockholders' Agreement provides that, effective immediately following the
completion of the corporate reorganization, when sub-share certificate holders
receive common stock (the "Common Stock") in the
The Stockholders' Agreement also provides, among other things, that during the term of the Stockholders' Agreement (and for so long thereafter as, for any Stockholder, the terms of the Stockholders' Agreement may survive and continue to obligate such Stockholder in accordance with the terms of the Stockholders' Agreement):
? the Stockholders and Stockholder Designees shall be subject to customary standstill restrictions relating to, among other things, director nominations, stockholder proposals, proxy contests, other activist campaigns and limitations on beneficial ownership of the Common Stock (specifically, a cap of 23.5% of outstanding Common Stock as to Horizon, a cap of 4% of outstanding Common Stock as to SoftVest and a cap of 5% of outstanding Common Stock as to Mission); ? the Stockholders will vote all of their shares of Common Stock at each annual or special meeting of stockholders (or in any action by written consent of stockholders) of theNew Corporation in accordance with the Board's recommendations, subject to certain exceptions; ? no party will initiate any lawsuit against the other party, subject to certain exceptions; and ? each Stockholder will be permitted to receive confidential information for as long as its respective Stockholder Designee serves as a director, subject to certain restrictions and a confidentiality agreement to be entered into by each Stockholder and its respective Stockholder Designee, as a condition to each Stockholder Designee's appointment to the Board.
As a condition to the appointment of the Stockholder Designees to the Board, the
Trust, the Trustees and all Investor Parties (as defined below) shall execute by
the Distribution Time a Mutual General Release Agreement substantially in the
form attached as an exhibit to the previously disclosed Settlement Agreement,
dated
As an additional condition to appointment to the Board, the Horizon Designee will provide an executed conditional resignation letter, addressed to the Board, to become effective upon the earliest to occur of (a) Horizon ceasing to beneficially own 10% of the issued and outstanding shares of the Common Stock (the "Minimum Ownership Event") and (b) the termination of the Stockholders' Agreement. The SoftVest Designee, as a condition to appointment to the Board, will provide to the Board an executed conditional resignation letter to become effective upon the earliest to occur of (a) the Minimum Ownership Event, (b) the Horizon Designee ceasing to serve on the Board and (c) the termination of the Stockholders' Agreement.
If, and for so long as, the Distribution Time has not occurred by
The foregoing summary of the Stockholders' Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholders' Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
On
The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Stockholders' Agreement datedJune 11, 2020 . 99.1 Press Release ofTexas Pacific Land Trust datedJune 15, 2020 . 104 Cover Page Interactive Data File (embedded within the Incline XBRL document). 2
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